INSTITUTIONAL SHAREHOLDER SERVICES, INC. ("ISS")

ISSue Atlas Service

On-line Subscription Request Form

Use this form to subscribe to ISSue Atlas. When submitted to and accepted by ISS, this form becomes a binding legal contract (the "Agreement") between Subscriber and ISS.

Service: ISSue Atlas

Subscriber: the individual or entity submitting this form to ISS

Number of Authorized Users: 5. No more than five (5) employees of Subscriber may have access to the Service at the basic Fee level. Contact ISS for permission to grant access to additional users, and a quote on additional costs by e-mail to kevin.folan@issproxy.com or telephone to (301) 556-0260.

Annual Subscription Fee: $6,200.00, due and payable in full upon commencement of the Subscription (ISS will invoice Subscriber for this fee).

Term: One year from the date Subscriber first receives a login to the Service. The Subscription renews automatically for successive one-year Renewal Terms unless either party notifies the other at least thirty (30) days before expiration that it will not renew. ISS may modify the Fee due in Renewal Terms by providing notice to Subscriber at least sixty (60) days before the expiration of the current term. Fees for Renewal Terms shall be due on the anniversary of the Start Date. See paragraph 2 of the General Terms and Conditions below.

General Terms and Conditions

1. Service and Fees. ISS shall deliver the Service, and Subscriber shall pay ISS the Fee, specified above. All fees are exclusive of taxes. Subscriber shall pay any taxes that may be imposed upon Fees paid hereunder, except ISS income taxes. Fees are due within 30 days of acceptance of the Agreement.
2. Proprietary Information; Limitations on Use. All ISS information provided in the Service (the "Information") is exclusively for Subscriber's internal use and strictly confidential. Subscriber shall not use the Information for any other purpose nor disclose the Information to third parties (other than agents and advisors in a confidential relationship) for any reason except as required by law. Subscriber shall not copy, transfer, reproduce, or create derivative works from the Information for re-distribution to any third party. All proprietary rights in the Information belong to ISS and its third-party licensors. The Information is prepared, selected, coordinated and arranged through the expenditure of substantial time, effort, judgment and money and constitutes valuable property of ISS and its licensors.

3. DISCLAIMER OF WARRANTIES. THE SERVICE AND THE INFORMATION ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. ISS DOES NOT GUARANTEE OR WARRANT THE CORRECTNESS, COMPLETENESS, RELIABILITY, TIMELINESS, AVAILABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICE OR INFORMATION.

   ISS will not give preferential treatment to, and is under no obligation to support, any of Subscriber's proxy proposals. All such proposals will be reviewed consistent with ISS' and its clients' policies. ISS is required to and will disclose its relationship with Subscriber in any report or other information that ISS distributes regarding Subscriber.

4. LIMITATION OF LIABILITY. EXCEPT FOR BREACH OF CLAUSE 2 (LIMITATIONS ON USE), NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. IN NO EVENT SHALL ISS BE LIABLE TO SUBSCRIBER FOR ANY AMOUNT ABOVE THE FEES PAID BY SUBSCRIBER DURING ANY ONE YEAR TERM FOR ALL CLAIMS ARISING OUT OF EVENTS IN THAT TERM. SUBSCRIBER MAY NOT BRING AN ACTION UNDER THE AGREEMENT MORE THAN ONE YEAR AFTER SUBSCRIBER KNEW OR SHOULD HAVE KNOWN OF SUCH CAUSE OF ACTION OR ONE YEAR AFTER TERMINATION, WHICHEVER IS SOONER.

   Nothing herein shall in any way constitute a waiver or limitation of any person's rights under federal or state securities laws, or, if applicable, ERISA. Under some circumstances, these laws may impose liability on persons who act in good faith.

5. Indemnification. Subscriber shall indemnify ISS and hold it harmless from all claims and damages, including without limitation reasonable attorneys' fees, arising out of Subscriber's use of the Service, unless such claims or damages result from (a) negligence by ISS or (b) a third-party claim that the Service infringe that party's copyright or other proprietary rights. ISS shall indemnify Subscriber and hold it harmless from all claims and damages, including without limitation reasonable attorneys' fees, arising out of any third-party claim that the Service infringe that party's copyright, trademark or other contractual, statutory or common law rights, except in cases covered by subsection (b) of this provision. An indemnified party must give the other party prompt notice of any claim and allow the indemnifying party to defend or settle the claim as a condition to indemnification. No settlement shall bind a party without its written consent.
6. Governing Law, Jurisdiction and Attorneys' Fees. The Agreement shall be governed exclusively by the law of the State of Maryland, not including its law on conflicts of law. Subscriber irrevocably consents to the exclusive jurisdiction of the courts in and for the State of Maryland for the adjudication of all disputes hereunder, and consents to personal jurisdiction in such courts. The prevailing party in any litigation shall be entitled to recover expenses, including reasonable attorneys' fees and court costs.
7. Severability. If any provision of the Agreement is invalid or unenforceable, such provision shall continue to apply subject to the minimum reductions or modifications necessary to make it valid and enforceable. All other provisions shall remain in full force and effect. No provision shall be deemed dependent upon any other provision unless so stated herein.
8. Miscellaneous.
   1. All notices shall be in writing and delivered to the party's address set forth below, or another address provided by proper notice. Notice shall be effective as of actual delivery.
   2. Facsimiles and photocopied signatures will be treated as originals.
   3. The relationship of the parties is that of independent contractors.
   4. Force Majeure. No party shall be liable for any delay or interruption of performance due to circumstances beyond its reasonable control.
   5. No waiver or modification of the Agreement shall be binding without the written consent of the parties. Failure or delay by either party to exercise any right or insist upon strict compliance with any provision hereof shall not be deemed a waiver of rights in that or any other instance. Written waiver of one default shall not waive any other default.
   6. Clauses (2) and (4) - (9) shall survive termination of the Agreement.
   7. Neither party may assign rights or delegate duties under the Agreement without the prior written consent of the other party, except that ISS may do so to an affiliate or to the purchaser of all or substantially all its business and assets.
9. Entire Agreement. The Agreement constitutes the entire agreement of the parties with respect to its subject matter, and supersedes all other oral and written agreements, proposals and discussions.

10. Brochure Available. If applicable, Subscriber acknowledges that ISS has made available on its Website at www.issproxy.com the disclosure statement (Part II of Form ADV) required under the "Brochure Rule" 204-3 under the Investment Advisers Act of 1940 (the "Brochure"). If that rule applies, and if Subscriber has not had access to the Brochure at least 48 hours before executing the Agreement, Subscriber may terminate the Agreement without penalty within five (5) business days of its effective date by notice to ISS. Subscriber hereby agrees to accept delivery of the Brochure electronically.

To complete Order Form, enter Subscriber contact information and billing address below and click "I Accept". Upon receipt ISS will accept your order, and issue a login and password for the Service and an invoice for the Annual Subscription Fee. The login ID and password(s) will be activated upon receipt of payment in full.

FIELDS MARKED WITH * ARE REQUIRED

Subscriber Information:

Full Company Name or Name of Individual*:



Name of Authorized Representative*:
 
 


Title:
 
 


Address*:
 


 


E-mail address*:
 
 


Telephone*:
 
 


Facsimile:
 
 
 
E-mail Addresses of Users (if available):
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ACCEPTANCE BY ISS:
Institutional Shareholder Services, Inc.
By: ________________________
Name: ______________________
Title: _______________________
Address: 2099 Gaither Rd., Rockville, MD 20850-4045